Exhibit 10.24
Employment Agreement with Xxxxxxx X. Xxxxxxxx
EMPLOYMENT AGREEMENT
Agreement made this 9th day of January, 2006, by and between Omega
Financial Corporation, a financial holding company organized under the laws of
the Commonwealth of Pennsylvania ("Bank") and Xxxxxxx Xxxxxxxx, an individual
("Xxxxxxxx").
BACKGROUND
Xxxxxxxx is currently employed by the Bank in the position of Regional
President. Effective January 16, 2006, Xxxxxxxx has decided to relinquish her
full-time role as Regional President, at which time she will remain as a
Consultant with the Corporate Title of Regional President. The Bank desires to
retain the services of Xxxxxxxx pursuant to the provisions of this Agreement, to
which Xxxxxxxx is agreeable.
NOW, THEREOF, in consideration of the mutual covenants and agreements
herein contained, and intended to be legally bound hereby, the parties agree as
follows:
1. Duties. During the Term (as hereafter defined), Xxxxxxxx shall be
used as necessary to assist with business development. She will
remain on the Board of Directors of Omega Bank and Omega Financial
Corporation for the term of her last election, with re-election
subject to Board governance. During the Term, Xxxxxxxx shall act in
the best interest of the Bank and Omega's other subsidiaries and use
her best efforts to promote the profitable growth of the Bank and
Omega's other subsidiaries.
2. Term. The term of this Agreement shall commence on January 16, 2006
and ending on the earliest of the following dates (hereafter called
the "Term"): (a) the date Xxxxxxxx dies or becomes permanently
disabled (i.e., upon her failure to render services of the character
which she had previously rendered to the Bank, because of her
physical or mental illness or other incapacity beyond her control;
(b) termination of Xxxxxxxx'x employment with the Bank for cause (as
hereinafter defined); (c) termination of Xxxxxxxx'x employment
without cause (in which case Xxxxxxxx shall be entitled to severance
payments as described in Section 4(b) hereof); (d) mutual agreement
of the Bank and Xxxxxxxx; or (e) on January 15, 2007. For purposes
of this Agreement, the term "cause" shall mean (i) indictment or
conviction of Xxxxxxxx for any felony; or (ii) a request by any bank
regulatory authority for Xxxxxxxx'x dismissal due to her violation
of any banking laws or regulations; or (iii) dereliction of duty,
gross negligence, insubordination, disparagement of the Bank or its
products or services, substance abuse, fraud, misconduct or
disclosure of confidential information; or (iv) Xxxxxxxx'x failure
or refusal to comply with the written policies or directives of the
Bank's Board of Directions, provided Xxxxxxxx fails to cure such
non-compliance within five days after receiving written notice from
the Bank's Board of Directors specifying such non-compliance or
misconduct.
3. Base Compensation. During the Term, Xxxxxxxx shall receive a base
salary of $56,000 per year payable in accordance with the Bank's
payroll practices applicable to its others employees.
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4. Other Benefits.
(a) Xxxxxxxx will be provided membership to the Xxxxxxxxxxxx Club.
(b) Xxxxxxxx will be provided use of a company car.
(c) The Bank shall have the right to terminate Xxxxxxxx'x
employment without cause during the Term, in which case
Xxxxxxxx shall be entitled to severance payments from the date
of such termination until the earlier of (the "Severance
Payment Period") of the following dates: (i) January 15, 2007;
(ii) the date Xxxxxxxx becomes permanently disabled (i.e.,
upon her failure to render service of the character which she
had previously rendered to the Bank, because of her physical
or mental illness or other capacity.) The payments during the
Severance Payment Period shall be equal to the base annual
salary Xxxxxxxx is entitled to under Section 3 hereof, pro
rated in accordance with the length of the Severance Payment
Period, and payable as provided in Section 3 hereof.
5. Withholding. The Bank may withhold from any salary or benefits
payable under this Agreement all federal, state, city or other taxes
as shall be required pursuant to any law or governmental regulation
or ruling.
6. Confidentiality and Non-Competition. All payments to Xxxxxxxx under
this Agreement shall be subject to Xxxxxxxx'x compliance with the
provisions of this Section 6. If Xxxxxxxx fails to comply with such
provisions, her right to any future payments under this Agreement
shall terminate and the Bank's obligations under this Agreement to
make such payments and provide such benefits shall cease.
(a) Xxxxxxxx covenants and agrees that she will not, during the
Term of her employment or at any time thereafter, except with
the express prior written consent of the Bank or pursuant to
the lawful order of any judicial or administrative agency of
government, directly or indirectly, disclose, communicate or
divulge to any person, or use for the benefit of any person,
any knowledge or information with respect to the conduct or
details of the Bank's business which she, acting reasonably,
believes or should believe to be of a confidential nature and
the disclosure of which not be in the Bank's interest.
(b) Xxxxxxxx covenants and agrees that she will not, during the
Term of her employment period and for a period of one year
thereafter, except with the express written consent of the
Bank, directly or indirectly, whether as an employee, owner,
partner, consultant, agent, director, officer, shareholder or
in any other capacity, engage in or assist any person to
engage in any act or action which she, acting reasonably,
believes or should believe would be harmful or inimical to the
interests of the Bank.
(c) Xxxxxxxx covenants and agrees that she will not, during the
Term of her employment and for a period of one year
thereafter, except with the express written consent of the
Bank, in any capacity (including, but not limited to, owner,
partner, shareholder, consultant, agent, employee, officer,
director or otherwise), directly or indirectly for her own
account or for the benefit of any person, engage or
participate in or otherwise be connected with any commercial
bank, savings bank, credit union or commercial loan originator
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(where similar or dissimilar to the foregoing) which grants
loans or credit facilities to persons in Luzerne County,
Pennsylvania.
(d) The parties agree that any breach by Xxxxxxxx of any of the
covenants or agreements contained in Section 6 will result in
irreparable injury to the Bank for which money damages would
not adequately compensate the Bank and, therefore, in the
event of any such breach, the Bank shall be entitled (in
addition to any other rights and remedies which it may have at
law or in equity) to have an injunction issued by any
competent court enjoining and restraining Xxxxxxxx and/or any
person involved therein from continuing such breach. The
existence of any claim or cause of action, which Xxxxxxxx may
have against the Bank or any other person, shall not
constitute a defense or bar to the enforcement of such
covenants or agreements. In the event of the breach of Section
6(b) or section 6(c) hereof, the one year period contained
therein shall be extended for the period of such breach and
for the period of any litigation concerning such breach, such
extended period to commence on the later of (i) the date of
final court order (without further right of appeal)
acknowledging the validity of such Section 6(b) or Section
6(c) or (ii) the last day of the Term.
(e) If any portion of the covenants or agreements contained in
this Section 6, or the application hereof, is construed to be
invalid or unenforceable, the other portions of such
covenant(s) or agreement(s) or the application thereof shall
not be affected and shall be given full force and effect,
without regard to the invalid or unenforceable portions, to
the fullest extent possible. If any covenant or agreement in
this Section 6 is held unenforceable because of the area
covered, the duration thereof, or the scope thereof, then the
court making such determination shall have the power to reduce
the area and/or duration and/or limit the scope thereof, and
the covenant or agreement shall then be enforceable in its
reduced form.
(f) For purposes of this Section 6, the term "the Bank" shall
include the Bank and Omega, any successor to the Bank under
Section 7 hereof, and all present and future direct and
indirect subsidiaries and affiliates of the Bank or Omega.
7. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon any corporate or other successor of the Bank
which will acquire, directly or indirectly, by merger,
consolidation, purchase, or otherwise, all or substantially all of
the assets of the Bank, and shall otherwise inure to the benefit of
and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns. Nothing in the
Agreement shall preclude the Bank from consolidation or merger into
or with or transferring all or substantially all of its assets to
another person. In that event, such other person shall assume this
Agreement and all obligations of the Bank hereunder. Upon such a
consolidation, merger, or transfer of assets and assumption, the
term "the Bank" as used herein, shall mean such other person and
this Agreement shall continue in full force and effect.
8. Waivers Not to be Continued. Any waiver by a party of any breach of
this Agreement by another party shall not be construed as a
continuing waiver or as a consent to any subsequent breach by the
other party.
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9. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand (including recognized courier service) or
mailed, certified or registered mail, return receipt requested, with
postage prepaid, to the following addresses or to such other address
as either party may designate by like notice:
A. If to Xxxxxxxx, to:
Xxxxxxx Xxxxxxxx
00 Xxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
B. If to the Bank, to:
Xxxxxx Xxxxx Omega Bank
000 Xxxxxx Xxxxx
Xxxxx Xxxxxxx, XX 00000
And to such other or additional person or persons as either party
shall have designated to the other party in writing by like notice.
10. Jurisdiction. Bank and Xxxxxxxx hereby consent to the exclusive
jurisdiction of the Courts of Common Pleas of Centre County,
Pennsylvania in any and all actions arising hereunder and
irrevocably consent to service of process as set forth in Section 9
hereof.
11. General Provisions.
(a) This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof, and
supersedes and replaces all prior agreements between the
parties. No amendment, supplement, waiver or termination
(other than terminations for breach) of any of the provisions
hereof shall be effective unless in writing and signed by the
party against whom it is sought to be enforced. Any written
amendment, supplement, waiver or termination hereof executed
by the Bank and Xxxxxxxx shall be binding upon them and upon
all other persons, without the necessity of securing the
consent of any other person and no person shall be deemed to
be a third party beneficiary under this Agreement.
(b) The term "person" as used in this Agreement means a natural
person, joint venture, corporation, limited liability company,
sole proprietorship, trust, estate, partnership, cooperative,
association, non-profit organization or any other legally
cognizable entity.
(c) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
taken together shall constitute one and the same Agreement.
(d) No failure on the part of any party hereto to exercise and no
delay in exercising any right, power or remedy hereunder shall
operate was a waiver thereof, nor shall any single or partial
exercise of any right, power or remedy hereunder preclude any
other or further exercise thereof or the exercise of any other
rights, power or remedy.
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(e) The headings of the sections of the Agreement have been
inserted for convenience of reference only and shall in no way
restrict or modify any of the terms or provisions thereof.
(f) This Agreement shall be governed and construed and the legal
relationships of the parties determined in accordance with the
laws of the Commonwealth of Pennsylvania applicable to
contracts executed and to be performed solely in the
Commonwealth of Pennsylvania. The legal principle that
ambiguities are construed against the drafter of a document
shall not be applicable to this document.
(g) Nothing contained herein shall be construed to require the
Bank to violate applicable law, including, but not limited to,
applicable banking laws and regulations, and all obligations
of the Bank under this Agreement shall be deemed to be
qualified accordingly.
OMEGA FINANCIAL CORPORATION
Attest: /s/ Xxxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
----------------------------- --------------------------------
Xxxxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx
Attest: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx
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